Directors Report of Palco Metals Ltd.

The Directors have pleasure in presenting this 54th Annual Report
together with the Audited Statements of Accounts for the year ended on
31st March, 2015.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars 2014-15 2013-14

Sales and Other Income (Including 20.02 20.15
Excise Duties)

Profit before Interest and Finance 9.63 7.63
Charges

Depreciation and Taxes & prior period
Adjustment

Less : Interest & Finance Charges 0.10 0.16

Depreciation 0.00 0.00

Profit before Taxation 9.53 7.47

Provision for Taxation

- Current 2.20 2.08

- Deferred 0.00 0.00

- Wealth Tax 0.00 0.00

-Short / (Excess) Provision of 0.00 0.00
earlier year W/O

-Short / (Excess) Provision of 0.00 0.00
Wealth Tax

Profit after Tax 7.33 5.39

Less Prior Period Adjustment 0.00 0.00

Net Profit 7.33 5.39

Balance brought forward from previous 0.00 0.00
year

Less Corporate Dividend Tax 0.00 0.00

Less: Proposed Dividend 0.00 0.00

Less Transfer to General Reserve 0.00 0.00

Surplus carried forward to Balance 7.33 5.39
Sheet

Earning Per Share 0.18 0.13

DIVIDEND

Your company has not operated and has not registered any sales during
the year under review. Hence, with a view to conserve the resources,
the board of directors of the company have not recommended any dividend
for the year under review.

PERFORMANCE

During the year, as the Company is not operating any business there is
no sales and purchases under consideration. Company has earned the
income from other sources amounting to Rs. 20.02Lakh as compared to
last year of Rs. 20.15 Lakh. Further the profit of company after tax is
Rs.7.33 Lakh as compared to last year of Rs ,5.39 Lakh.

However your Director are pleased to inform you that Equity shares of
the company had got the listing approval from Bombay Stock Exchange
Limited on 15.04.2015. Now the equity shares of the company are listed
and traded at BSE with scrip code 539121.

PERFORMANCE OF SUBSIDIARIES AND ASSOCIATES:

Company is holding investment in Equity Shares of Palco Recycle
Industries Limited. Palco Recycle Industries Limited has achieved the
sales of Rs. 80, 14, 43,437 (-5.8% as compared to last year) as against
the sales of 85, 10, 45, 001/- (YOY). Profit before tax comes to Rs.
29,68,978 as against the Rs. 57,77,128 of the last year. Net profit
after tax comes to Rs. 11,27,822/- as against the profit of 47,15,406
of last year.

NAME OF THE COMPANIES WHICH HAVE CEASED TO BE ASSOCIATES DURING THE
YEAR:

SFC Metallurgical Limited was ceased to be associate of the company
during the year as the company has sold its investment in the same.

FUTURE PROSPECTS

Your Company is craving for opportunity, of marketing tie ups, with
manufacturers, for sale of aluminum ingots, wire rods, etc.

DEPOSITS

The Company has not invited / accepted any deposits from the public
under the provisions of Section 73 of the Companies Act, 2013 and rules
made there under.

BOARD MEETING AND BOARD EVALUATION

The Board met 11 times during the financial year 2014-15, the details
of which are given in the Corporate Governance Report.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually and the
Committees viz., Audit, Nomination & Remuneration, Stakeholders
Relationship and Risk Management. A structured questionnaire was
prepared after taking into consideration the inputs received from the
Directors covering various aspects such as attendance, quality
contributions to Board deliberations, providing perspectives and
feedback going beyond the information provided by the management,
commitment to shareholder and other stakeholders interests etc.

A separate exercise was carried out to evaluate the performance of
individual directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interests of the Company
and its minority shareholders etc. The performance evaluation of
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors at their meeting
held separately.

DIRECTORS & KEY MANAGERIAL PERSONAL

A) DIRECTORS

During the year under review, Mrs. Rakhi Jitendra Agrawal (DIN:
07021709) was appointed as an Additional Director of the Company with
effect from 26th March, 2015. It is proposed to appoint her as Woman
Independent Director of the Company, at the Annual General Meeting.

In accordance with the provisions of section 152 of the Companies Act,
2013 read with Articles of Association of company Mr. Kanaiyalal
Agrawal (DIN: 00594240), Director retires by rotation at the
forthcoming Annual General meeting and being eligible offers himself
for reappointment.

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.

In accordance with the provisions of Section 178 and section 134 of the
Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board
has carried out an evaluation of its own performance, the performance
of Committees of the Board, namely, Audit Committee, Risk Management
Committee, Stakeholders Relationship Committee and Nomination and
Remuneration Committee and also the directors individually. The manner
in which the evaluation was carried out and the process adopted has
been mentioned in the Corporate Governance Report.

The Board, on the recommendation of the Nomination & Remuneration
Committee, has framed a policy for selection and appointment of
Directors, Senior Management and their remuneration and also framed the
criteria for determining qualifications, positive attributes and
independence of directors. The Nomination and Remuneration Policy
setting out the policy of Boards and Senior management remuneration and
criteria for Board nominations are given in the Corporate Governance
Report forming part of the Annual Report.

The particulars of the directors retiring by rotation are given in the
notice / explanatory statement portion of the accompanying notice.

B) KEY MANAGERIAL PERSONAL

During the year under review and with approval of the Board of
Directors of the Company Mr. Gaurav Pushkarbhai Jani is appointed as a
Company Secretary of the Company on 6th December 2014. Gaurav Jani
tendered his resignation and on his resignation Ms. Nisha Agrawal is
appointed as a Company Secretary of the Company with effect from 09th
June 2015 and Mr. Badal Naredi is appointed as a Chief Financial
Officer of the Company with effect from 09th June 2015.

CORPORATE GOVERNANCE REPORT

The Report on corporate governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming
compliance with the conditions of corporate governance as stipulated
under the aforesaid Clause 49 is attached to the Report on corporate
governance.

LISTING OF SECURITIES:

Your company has applied for listing of securities at Bombay Stock
Exchange limited on 29/11/2014 and as a result of which in principal
approval for listing of securities from the Bombay stock Exchange was
received with effect from 15th April, 2015. The Equity shares of
company are traded on Bombay Stock Exchange 4th May, 2015. The
Securities of your Company are listed at Bombay Stock Exchange Limited,
Ahmedabad Stock Exchange Limited. The Company has been generally
regular in complying with the provisions of the Listing Agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act,
2013 with respect to Directors' Responsibility Statement, it is hereby
confirmed that:

* in the preparation of the annual accounts for the financial year
ended March 31,2015, the applicable accounting standards have been
followed and there are no material departures from the same;

* the Directors have selected such accounting policies and applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31,2015 and of the loss of the Company for the
year ended on that date;

* the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

* The Directors have prepared the Annual Accounts on a going concern
basis.

* The Directors have laid down proper internal financial controls to be
followed by the Company and such controls are adequate and operating
effectively.

* the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.

STATUTORY AUDITORS

M/s. Rahul Kakani & Associates, Chartered Accountants (Reg. No.
130198W), Ahmedabad, Auditors of the Company hold office until the
conclusion of the 58th Annual General Meeting. The Company has received
a letter to the effect that their appointment would be within the
prescribed limits under Section 141(3)(g) of the companies Act, 2013.
The Board hereby requests the members to ratify the appointment of M/s.
Rahul Kakani & Associates, Chartered Accountants, Ahmedabad as the
Auditors of the Company from the conclusion of this Annual General
Meeting till the conclusion of next Annual General Meeting.

Your Directors request you to appoint Auditors as proposed and as set
out in the accompanying notice of the Annual General Meeting.

No qualification or adverse remark is put by the auditor in their
report dated 25th May, 2015.

SECRETARIAL AUDIT

According to the provision of section 204 of the Companies Act, 2013
read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2013, the Secretarial Audit Report
submitted by Company Secretary in Practice is enclosed as a part of
this report Annexure- A. Qualifications in the report are general and
self explanatory in nature.

As per the remark "Company has not appointed the Chief Financial
Officer of the company" in Secretarial Audit Report, the Board herewith
comments that the company was in search of suitable candidate as per
its requirements and on getting the same candidate Board in its meeting
dated 17th June 2015 Company appointed Mr. Badal Naredi as CFO of the
company w.e.f 9th June, 2015.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure-B.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.

There is no employee drawing remuneration for which information is
required to be submitted under The Companies (Particulars of Employees)
Rules, 1975 as amended, hence not given.

Further at present the company is not in operations and has very few
employees on its payroll. Details of the remuneration given to Whole
time Director and Company Secretary only KMP in the company is given in
the Form MGT 9 annexed as Annexure B to the report. Further there are
no other employees on the pay roll of the company.

RELATED PARTY TRANSACTIONS

All the transactions entered with related party for the year under
review were on arms length basis and in the ordinary course of business
and that the provision of section 188 of the Companies Act, 2013 are
not attracted. Further there are no material related party transactions
with the promoters, Directors, KMP.

The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules there under and the
Listing Agreement.

All the related party transaction are placed before the Audit committee
as also to the Board for approval.

This Policy was considered and approved by the Board has been uploaded
on the Company's website www.palcometals.com.

VIGIL MECHANISM

In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a vigil mechanism for directors and employees to report
genuine concerns has been established. The same has been posted on the
Company's website www.palcometals.com and the details of the same are
given in the Corporate Governance Report

RISK MANAGEMENT

As required under Clause 49 of the Listing Agreement, the Company has
constituted a Risk Management Committee. The details of Committee and
its terms of reference are set out in the Corporate Governance Report
forming part of the Board's Report. The Company has a mechanism to
identify, assess, monitor and mitigate various risks to its key
business objectives. Major risks identified by the business and
functions are systematically addressed through mitigating actions on a
continuing basis. The Company has formulated a Risk Management Policy
which is also available on the Company's website at
www.palcometals.com.

The information pertaining to conservation of energy, technology
absorption, Foreign exchange Earnings and outgo as required under
Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 and Management Discussion and
Analysis Report as required in Clause 49 of the listing agreement is
furnished in Annexure c and is attached to this report.

RISK MANAGEMENT

The company has formed the Risk Management Committee consisting of Mr.
Kanaiyalal Agrawal, Whole Time Executive Director and Mr. Kirankumar
agrawal Non - Executive Director. Further company has framed the risk
management policy which identifies the areas of risks including the
risks that threaten the existence of company and develops the measures
to mitigate the risks in the areas. Risk Management committee further
reviews the implementation of risk management policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Section 135 of the Companies Act, 2013 provides the threshold limit for
applicability of the CSR to a Company i.e. (a) net worth of the Company
to be Rs. 500 crore or more; or (b) turnover of the company to be Rs.
1,000 crore or more; or (c) net profit of the company to be Rs. 5 crore
or more. As the Company does not fall under any of the threshold limits
given above, the provisions of Section 135 are not applicable to the
Company.

CORPORATE GOVERNANCE

The Report on corporate governance as stipulated under the Listing
Agreement forms part of this Report. The requisite certificate from M/s
Rahul kakani & Associates, Chartered Accountant confirming compliance
with the conditions of corporate governance is attached to the
Corporate Governance Report. The report also contains the details as
required to be provided on Board evaluation, remuneration policy,
implementation of risk management policy, whistle blower policy/vigil
mechanism etc.

The Managing Director and the Chief Financial Officer have submitted a
certificate to the Board regarding the financial statements and other
matters as required under the Listing Agreement.

APPRECIATION

Your Directors wish to place on record their deep appreciation of the
continued support and guidance provided by the Central and State
Governments and all Regulatory bodies.

Your Directors also take opportunity to thanks the esteemed
shareholders, customers, business associates, and Company's Banks for
the faith reposed by them in your Company and its management.

Your Directors place on record their deep appreciation of the
dedication and commitment of your Company's employees at all levels and
look forward to their support in the future as well.

With a view to conserve the resources, the board of directors of the
company have not recommended any dividend for the year under review.

3. DIRECTORS:

During the year under review, Mr. Kailashchandra Babulal Agrawal (DIN:
05334077) was appointed as an Additional Director of the Company with
effect from 18th March, 2014. It is proposed to appoint him as Director
of the Company, at the Annual General Meeting.

Mr. Narendra Agarwal (DIN: 00580711), Director retires by rotation from
the Board in pursuance of provisions of the Companies Act, 2013 and
being eligible offers himself for reappointment.

The Board at its meeting held on 2nd September, 2014, subject to
approval of the shareholders, appointed Mr. Kailashchandra Agrawal
(DIN: 05334077) and Mr. Nareshchand Jain (DIN: 00594361), existing
Independent Directors, as Independent Directors on the Board of
Directors of the Company, for a period of five consecutive years upto
31st March, 2019, pursuant to the provisions of Sections 149, 150, 152,
178 and other applicable provisions of the Companies Act, 2013 and the
rules made thereunder ("the Act") read with Schedule IV of the Act.

Brief resume, area of expertise and other details of terms of
appointment of these Directors forms integral part of the Notice of the
Annual General Meeting.

All the Independent Non-Executive Directors of the Company have
furnished declarations that they qualify the conditions of being
Independent as per Section 149(6) & (7) of the Companies Act, 2013.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, with respect to Directors'' Responsibility Statement, it is hereby
confirmed:

a. That in the preparation of the annual accounts, the applicable
accounting standards has been followed along with proper explanation
relating to material departures.

b. Appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are responsible and
prudent so as to give true and fair view of the state of affairs of the
company as at 31st March, 2014 and of profit or loss of the company.

c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

5. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during
the year under review.

6. LISTING:

The Equity Shares of the Company are listed on the Ahmedabad Stock
Exchange.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing
Agreement is annexed.

8. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialize their shares with either
of the depositories viz. NSDL and CDSL.

The ISIN allotted is INE239L01013

9. GENERAL:

9.1 INSURANCE:

The Company''s properties continued to be adequately insured against
risks such as fire, riots, strikes etc.

9.2 AUDITORS: N

M/s. Madhusudan C. Mashruwala & Co., Chartered Accountants, Ahmedabad,
the retiring Auditors of the Company have expressed their unwillingness
to be reappointed as the Auditors of the Company. The Board of
Directors recommend the appointment of M/s. Rahul Kakani & Associates,
Chartered Accountants, Ahmedabad as the statutory Auditors of the
Company in place of M/s. Madhusudan C. Mashruwala & Co., Chartered
Accountants, from the conclusion of the ensuing Annual General Meeting
till the conclusion of the next Annual General Meeting.

M/s. Rahul Kakani & Associates, Chartered Accountants have also
expressed their willingness to act as Auditors of the Company.

We take this opportunity to thank Madhusudan C. Mashruwala & Co.,
Chartered Accountants, Ahmedabad, for their co-operation &
understanding.

9.3 AUDITORS REPORT

The comments of the Auditor in their Report and the Notes forming part
of the accounts are self explanatory and need no comments.

9.4 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under
the Companies (Particulars of Employees) Rules, 1975.

The information in accordance with the provisions of Section 217(1) (e)
of The Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988, regarding
conservation of energy and technology absorption and Foreign Exchange
earnings and outgo is attached as per Annexure - I, and conservation of
energy as per Annexure - II.

11. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation for the overwhelming
co-operation and assistance received from investors, customers,
business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thank the employees at
all levels, who, through their dedication, co-operation, support and
smart work, have enabled the Company to achieve rapid growth.

With a view to conserve the resources, the board of directors of the
company have not recommended any dividend for the year under review.

3. DIRECTORS

During the year under review, Mr. Lalitkumar Naredi was ceased to act
as a Director of the Company with effect from15th December, 2012.

Mr. Kirankumar Babulal Agrawal retires by rotation at the ensuing
Annual General Meeting and being eligible offer himself for
reappointment.

Mr. Nareshchand Jain retires by rotation at the ensuing Annual General
Meeting and being eligible offer himself for reappointment.

During the year under review, Mr. Narendra Agrawal was appointed as
Additional Director of the Company with effect from 15th December,
2012. It is proposed to appoint him as Director of the Company, liable
to retire by rotation, at the ensuing Annual General Meeting.

4. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, with respect to Directors'' Responsibility Statement, it is hereby
confirmed:

a. That in the preparation of the annual accounts, the applicable
accounting standards has been followed along with proper explanation
relating to material departures.

b. Appropriate accounting policies have been selected and applied
consistently and made judgments and estimates that are responsible and
prudent so as to give true and fair view of the state of affairs of the
company at the end of financial year and of profit or loss of the
company.

c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities.

d. The annual accounts have been prepared on going concern basis.

5. PERSONNEL:

Industrial relations continued to remain cordial and peaceful during
the year under review.

6. LISTING:

The Equity Shares of the Company are listed on the Ahmedabad Stock
Exchange.

7. CORPORATE GOVERNANCE:

The Report on Corporate Governance as per Clause 49 of the Listing
Agreement is annexed.

8. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either
of the depositories viz NSDL and CDSL. The ISIN allotted is
INE239L01013.

9. GENERAL:

9.1 INSURANCE:

The Company''s properties continued to be adequately insured against
risks such as fire, riots, strikes etc.

9.2 AUDITORS:

The present Auditors of the Company M/s. Madhusudan C. Mashruwala &
Co., Chartered Accountants, Ahmedabad will retire at the ensuing Annual
General Meeting. They have submitted certificate for their eligibility
for re-appointment under Section 224(1-B) of the Companies Act, 1956.

The observations of the auditors in their report are self-explanatory
and therefore, in the opinion of the Directors, do not call for further
comments.

The notes of the auditors are self explanatory in the nature.

9.3 PARTICULARS OF EMPLOYEES:

There is no employee drawing remuneration requiring disclosure under
the Companies (Particulars of Employees) Rules, 1975.

The information in accordance with the provisions of Section 217(1) (e)
of The Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988, regarding
conservation of energy and technology absorption and Foreign Exchange
earnings and outgo is attached as per Annexure - I, and conservation of
energy as per Annexure - II.

11. ACKNOWLEDGEMENT:

Your Directors express their sincere gratitude for the assistance and
cooperation extended by Banks, Government Authority, Shareholders,
Suppliers, Customers and Stakeholders.

Your Directors also wish to place on record their appreciation of the
contribution made by the employees at their level towards achievements
of the Companies goals.

The Directors are pleased to present the 50th Annual Report together
with the Audited. financial statement for the financial year ended 31st
March, 2011.

Financial Highlights

Your Company's performance for the financial year 2010-11 is summarized
below:

Financial Results 2010-11

Gross Turnover 0

Other Income 221122

Profit before Interest Depreciation & Tax 83122

Less: Depreciation 0

Less: Interest 0

Profit Before Tax 83122

Less : Provision for Taxation 28800

Add: Excess Income Tax Provision w/off bal. 22178
profit for the last year

Profit for the year 76500

Add: Balance from Last balance sheet 47618966

Balance carried to Balance sheet 47695466

DIVIDEND:

There is no place of dividend this year as the company has acquired the
stake in various companies for the development of the company and
therefore your Directors recommends no dividend this year

DIRECTORS:

During the year under review, no change in the Board was made.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under sec. 2AA of sec. 217 of company act
1956. With respect to the directors responsibility statement, it is
hereby confirmed:

(1) That in preparation of annual accounts applicable accounting
standard has been followed along with the proper explanation with
material departure, if any.

(2) that the directors have selected such accounting policies and
applied them consistently and made judgment and estimate that are
reasonable and prudent so as to give true and fair view of the state of
affairs of the company as at 31 march 2011. And of the profit of the
year ended in that day.

(3) that the directors to the best of their knowledge and ability have
taken proper and sufficient care for maintenance of adequate accounting
records in accordance with the provision of company act 1956, for
safeguarding the assets of the company and detecting the fraud and any
other irregularities.

(4) that the directors has prepared an account on "going concern basis"

AUDIT COMMITTEE:

The audit Committee's meeting was held quarterly for reviewing the
quarterly financial results of the company.

DEMATERILISATION:

The company has applied to the CDSL & NSDL for providing electronic
connectivity to the company's Equity shares and also for providing the
ISIN no. to the Company's securities. The application with the CDSL has
been approved the ISIN no. granted to the company is INE239L01013.
Further the application with NSDL is pending for approval which would
be approved in due time. After approval of NSDL application all the
members would be able to convert there Equity into Electronic mode
through there brokers.

APPOINTMENT OF REGISTRAR AND SHARE TRANSFER AGENT:

Our company has appointed MCS Ltd as the Register and Share Transfer
Agent.

AUDITORS REPORT:

The notes to the accounts referred to in the auditor's report of M/S
Madhusudhan C Mashruwala & Company. Chartered Accountants, are self
explanatory and therefore do not call any further explanation under
section 217 (3) of the company Act 1956.

ACKNOWLEDGEMENT:

Palco's strong multi - cultural wok force has been the bedrock of the
company's glorious past. Palco is confident that with the commitment
and passion of our people, we will shape the bright future for the
organization.

The Directors acknowledge the continued support from and cooperation
received from Place: Ahmedabad the shareholders, participating banks,
customers, suppliers, and dealers. The Board also wishes to record its
sincere appreciation of the total commitment, dedication, and hard work
put in by every member of team Palco.

For and On Behalf of Board of Directors

Date: 27/08/2011 Mr. KiranKumar Agrawal
Director

Mar 31, 2010

Dear Members,

The Directors have pleasure in presenting the 49th Annual Report along
with the audited Balance Sheet and Profit and Loss Account for the
ended year on 31 st March, 2010

FINANCIAL RESULTS

2009-2010 2008-2009
(Rs. In Lacs) (Rs. In Lacs)

Profit Before Depreciation 284.92 96.28

Less:-Depreciation 52.92 61.45

Profit Before Tax 232.00 34.83

Less:-Provision for Tax 80.24 16.25

Less:-Provision for Deferred Tax 4.11 5.89

Less:-Fringe Benefit Tax 0.00 0.20

Add: - Excess Income Tax Provision

W/off Bal. 0.00 1.57

Profit After Tax 147.65 *14.06

OPERATIONS

During the year, the Company has achieved the turnover of Rs. 7311.45
Lacs and has made a net profit of Rs. 147.65 after the as compared to
the profit of Rs. 14.06 Lacs last year. After achieving satisfactory
result in its operation during the year, the company continued its
efforts on improving the market share for its products. As a result of
which your directors are of the opinion that results in the coming
years would also be satisfactory.

DIVIDEND

In order to conserve the resources for future expansion and enhancing
the production capacity, Directors do not recommend any dividend for
the financial year ended on 31 st March, 2010

DIRECTOR

Mr. Lalit Gupta and Mr. Kirankumar B. Agrawal who retire by rotation at
the ensuing Annual General Meeting and they being eligible, offer
themselves for re-appointment.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO : Information as per section 217 (1) (E) read with
Companies Disclosure of particulars in the report of the Board of
Directors Rules, 1988 and forming part of the Directors Report for the
year ended on 31st March, 2010

CONSERVATION OF ENERGY

The Directors have made full efforts to minimize the consumption of
electricity and furnace oil. There is marginal increase/decrease in
consumption of Electricity and furnace oil.

ELECTRICITY 2009 - 2010 2008 - 2009

Consumption of Total Unit 459863.00 491605.00

Consumption in Rupees 2528228.00 2709671.00

Average Rate Per Unit 5.50 5.51

FURNACE OIL 2009-2010 2008-2009

Consumption of Total Unit 506022.00 439783.00

Consumption in Rupees 11962045.00 11035573.00

Average Rate Per Unit 23.64 25.09

FOREIGN EXCHANGE EARNING AND OUTGO 2009-2010 2008-2009

221.99 Lac 191.02 Lac

FIXED DEPOSIT

The Company has accepted deposit after complying with the provisions of
section 58A of the Companies Act 1956 and in accordance with Directors
issued by the Reserve Bank of India.

DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to section 217 (2AA) of
the Companies Act, 1956 the preparation of the Directors confirms that:

1 In the preparation of the Annual Accounts, the applicable accounting
standard had been followed.

2 Appropriate accounting policies have been selected and applied
consistently and judgements and estimates made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and the profit and loss
account for the current financial year.

3 Proper and sufficient care has been taken for the maintenance of
adequate accounting records in and for preventing and detecting fraud
and other irregularities.

4 The annual accounts have been prepared on a going concern basis.

5 AUDITORS: M/s. Madhusudan C. Mashruwala & Co. Chartered Accountants,
Statutory Auditors of the company hold office unit the conclusion of
ensuing annual general meeting and are recommended for re-appointment.
The Company has received a certificate from them, that their
re-appointment if made, would be within the prescribed limits under
section 224 (1B) of the companies act 1956.

6 AUDITORS REPORT: The Notes on accounts referred to in the auditors
report are self explanatory and therefore do not call any further
comments.

7 PARTICULARS OF THE EMPLOYEE: The Company has not employed person
drawing remuneration of Rs.24 Lacs or more per year or 2 Lacs or more
per month in the financial year 2009-10.

8 AUDIT COMMITTEE: During the year the company has setup an audit
committee comprises of three non executive directors. The names of
members are as under.

1. Mr. Kiran B. Agrawal

2. Mr. Nareshchandra C. Jain

3. Mr. Lalit D. Gupta

KEY FACTORS OF COMMITTEE

(i) Reviewing with the management performance of statutory and internal
auditors adequacy of internal control.

(ii) Discussion with internal auditor with respect to the coverage and
frequency of internal audit as per the annual audit plan, nature of
significant and follow up thereof.

(iii) Discussion with statutory auditor before the audit committee,
about nature of scope of audit as well as post audit discussion to
ascertain any area of concern.

9. REMUNERATION COMMITTEE: The Company has set up remuneration
committee. This committee comprises of three non executive independent
directors. The name of members as follows.

Mr. Kiran B. Agrawal : Chairman

Mr. Nareshchandra C. Jain : Independent director

Mr. Lalit D. Gupta : Independent director

This committee reviews and makes recommendations on annual salaries,
performance commission perquisites and other employment conditions of
executive director (s)

ACKNOWLEDGEMENT: Your directors would like to express their
appreciation of the co-operation received from the labour and staff of
the company and to valued clients, bankers and share holders for their
continued support.